Tender Offer Memorandum Template for Indonesia

A comprehensive document prepared under Indonesian capital market regulations that outlines the terms and conditions of a tender offer to purchase shares of a target company. The document must comply with OJK (Financial Services Authority) regulations and Indonesian Capital Market Law, providing detailed information about the offer, including the offer price, conditions, acceptance procedures, and relevant disclosures about both the bidder and target company. It serves as the primary disclosure document for shareholders to make an informed decision about selling their shares in response to the tender offer.

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What is a Tender Offer Memorandum?

The Tender Offer Memorandum is a crucial document in Indonesian corporate transactions, required when an entity seeks to acquire shares of a public company through a tender offer process. It is governed by OJK Regulation No. 54/POJK.04/2015 and related capital market regulations. The document must contain comprehensive information about the tender offer, including detailed terms, conditions, pricing methodology, and relevant corporate disclosures. It is essential for ensuring transparency and protecting shareholder interests in accordance with Indonesian law. The memorandum serves as the primary reference for shareholders, regulators, and market participants throughout the tender offer process, and must be prepared with careful attention to regulatory requirements and market practices in Indonesia.

What sections should be included in a Tender Offer Memorandum?

1. Important Notices and Disclaimers: Legal disclaimers, regulatory statements, and key warnings to investors

2. Summary of the Tender Offer: Key terms and highlights of the offer including price, timeline, and major conditions

3. Terms and Conditions of the Tender Offer: Detailed terms including offer price, conditions precedent, acceptance procedures, and settlement terms

4. Background and Purpose: Information about the bidder, target company, and strategic rationale for the tender offer

5. Information About the Bidder: Detailed information about the bidding company including corporate profile, financial information, and management

6. Information About the Target Company: Comprehensive information about the target company including business operations, financial position, and market position

7. Offer Price and Valuation: Detailed explanation of the offer price, valuation methodology, and fairness opinion

8. Source and Structure of Funds: Information about funding arrangements for the tender offer

9. Acceptance and Settlement Procedures: Detailed procedures for accepting the offer and settlement mechanics

10. Tax Considerations: Overview of relevant Indonesian tax implications for the tender offer

11. Regulatory Approvals: Required regulatory approvals and compliance statements

12. Timeline: Detailed schedule of key dates and deadlines for the tender offer

13. Risk Factors: Discussion of material risks related to the tender offer

What sections are optional to include in a Tender Offer Memorandum?

1. Foreign Investment Considerations: Required when the tender offer involves foreign investors or cross-border elements

2. Competing Offers: Included when there are other existing or potential competing offers

3. Special Conditions: Added when there are unique circumstances or conditions specific to the tender offer

4. Related Party Transactions: Required when the tender offer involves related party transactions

5. Anti-trust Considerations: Included when the transaction requires anti-trust review or has competition implications

6. Industry-Specific Regulations: Added for regulated industries such as banking, insurance, or mining

7. Labor Considerations: Required when the tender offer has significant employment implications

What schedules should be included in a Tender Offer Memorandum?

1. Acceptance Form: Official form for accepting the tender offer

2. Transfer Form: Form for transferring securities

3. Independent Valuation Report: Detailed valuation report from an independent appraiser

4. Financial Statements: Recent financial statements of both bidder and target company

5. Legal Opinion: Legal opinion from qualified Indonesian counsel

6. Fairness Opinion: Independent fairness opinion on the offer price

7. Pro Forma Financial Information: Pro forma financial statements showing post-transaction position

8. Required OJK Forms: Standard forms required by Indonesian Financial Services Authority

9. Corporate Approvals: Copies of relevant corporate approvals and resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Indonesia

Publisher

Genie AI

Document Type

Offering Memorandum

Cost

Free to use

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